Registration No.
333-________
As
filed with the United States Securities and Exchange Commission on November 12, 2008
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________
REGAL-BELOIT
CORPORATION
(Exact name of Registrant as specified in its charter)
Wisconsin
|
39-0875718
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(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
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200 State Street
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Beloit, Wisconsin
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53511
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(Address of principal executive offices)
|
(Zip Code)
|
REGAL BELOIT
CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
Paul J. Jones
Vice
President, General Counsel and Secretary
Regal Beloit Corporation
200 State Street
Beloit, Wisconsin 53511
(608) 364-8800
(Name, address and telephone number of agent for
service)
_________________
Large accelerated filer
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Accelerated filer
|
Non-accelerated filer
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Smaller reporting company
|
_________________
CALCULATION OF
REGISTRATION FEE
|
Title of
Securities to be
Registered
|
Amount
to be
Registered
|
Proposed
Maximum Offering
Price Per Share
|
Proposed
Maximum Aggregate
Offering Price
|
Amount
of
Registration Fee
|
Common Stock
|
175,000 shares
|
$31.01 (1)
|
$5,426,750.00 (1)
|
$213.27
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$0.01 par value
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Common Share
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175,000 rights
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(2)
|
(2)
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(2)
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Purchase Rights
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(1)
|
Estimated
pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose
of calculating the registration fee based on the average of the high and low
prices for Regal Beloit Corporation Common Stock on the New York Stock Exchange
on November 7, 2008.
|
(2)
|
The
value attributable to the Common Share Purchase Rights is reflected in the
market price of the Common Stock to which the Rights are attached.
|
_________________
In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan described
herein.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The
document or documents containing the information specified in Part I are not required to
be filed with the Securities and Exchange Commission (the Commission) as part
of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents
by Reference
.
The
following documents filed with the Commission by Regal Beloit Corporation (the
Company) or by the Regal Beloit Corporation Retirement Savings Plan (the
Plan) are hereby incorporated herein by reference:
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1.
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The
Companys Annual Report on Form 10-K for the fiscal year ended December
29, 2007.
|
|
2.
|
The
Plans Annual Report on Form 11-K for the year ended December 31,
2007.
|
|
3.
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The
Companys Quarterly Reports on Form 10-Q for the quarters ended March 29,
2008, June 28, 2008 and September 27, 2008.
|
|
4.
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The
Companys Current Report on Form 8-K dated June 16, 2008.
|
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5.
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The
description of the Companys Common Stock contained in Item 1 of the
Companys Registration Statement on Form 8-A dated January 18, 2005 and
any amendments or reports filed for the purpose of updating such description.
|
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6.
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The
description of the Companys Common Share Purchase Rights contained in
Item 1 of the Companys Registration Statement on Form 8-A dated
January 18, 2005 and any amendments or reports filed for the purpose of
updating such description.
|
All
documents subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of filing of this Registration Statement
and prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4.
Description of Securities
.
Not
applicable.
Item 5.
Interests of
Named Experts and Counsel
.
Not
applicable.
2
Item 6.
Indemnification
of Directors and Officers
.
Article
IX of the Companys Amended and Restated Bylaws, requires that the Company shall, to
the fullest extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of
the Wisconsin Business Corporation Law, including any amendments thereto (but in the case
of any such amendment, only to the extent such amendment permits or requires the
corporation to provide broader indemnification rights than prior to such amendment),
indemnify its Directors and Officers against any and all liabilities, and pay or reimburse
any and all properly documented reasonable expenses, incurred thereby in any proceedings
to which any such Director or Officer is a party because he or she is or was a Director or
Officer of the Company. The Company shall also indemnify an employee who is not a Director
or Officer, to the extent that the employee has been successful on the merits or otherwise
in defense of a proceeding, for all expenses incurred in the proceeding if the employee
was a party because he or she is or was an employee of the Company. The rights to
indemnification granted under the Bylaws shall not be deemed exclusive of any other rights
to indemnification against liabilities or the allowance of expenses which a Director,
Officer or employee (or such other person) may be entitled under any written agreement,
Board resolution, vote of shareholders of the Company, the Wisconsin Business Corporation
Law or otherwise. The Company may, but shall not be required to, supplement the foregoing
rights to indemnification against liabilities and allowance of expenses under this
paragraph by the purchase of insurance on behalf of any one or more of such Directors,
Officers or employees, whether or not the Company would be required or permitted to
indemnify or allow expenses to such Director, Officer or employee. All capitalized terms
used in this paragraph and not otherwise defined herein shall have the meaning set forth
in Section 180.0850 of the Wisconsin Business Corporation Law.
The
Company maintains a liability insurance policy for its Directors and Officers as permitted
by Wisconsin law, which may extend to, among other things, liability arising under the
Securities Act of 1933, as amended.
The
general effect of the foregoing provisions may be to reduce the circumstances in which an
officer or director may be required to bear the economic burden of the foregoing
liabilities and expense.
The
Company maintains a liability insurance policy for its directors and officers as permitted
by Wisconsin law which may extend to, among other things, liability arising under the
Securities Act of 1933.
Item 7.
Exemption from
Registration Claimed
.
Not
applicable.
Item 8.
Exhibits
.
The
exhibits filed herewith or incorporated herein by reference are set forth in the attached
Exhibit Index.
The
undersigned registrant hereby undertakes that it has submitted the Plan, and any amendment
thereto, to the Internal Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to continue the qualification of
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
3
Item 9.
Undertakings
.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) of Securities Act if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
provided, however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, in
a primary offering of securities of the Registrant pursuant to this
Registration Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the Registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the Registrant relating to the offering
required to be filed pursuant to Rule 424 under the Securities Act of 1933;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of
the Registrant or used or referred to by the Registrant;
4
(iii) The
portion of any other free writing prospectus relating to the offering
containing material information about the Registrant or its securities provided
by or on behalf of the Registrant; and
(iv) Any
other communication that is an offer in the offering made by the Registrant to
the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrants
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
5
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beloit, State of Wisconsin, on this
12
th
day of November, 2008.
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REGAL BELOIT CORPORATION
|
|
By:
/s/ Henry W. Knueppel
|
|
Henry W. Knueppel
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Chairman and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons on November 12, 2008 in the capacities indicated. Each
person whose signature appears below constitutes and appoints David A. Barta and Paul J.
Jones, and each of them individually, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
Signature
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Title
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/s/Henry W. Knueppel
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Chairman, Chief Executive Officer and Director
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Henry W. Knueppel
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(Principal Executive Officer)
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/s/Mark J. Gliebe
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President, Chief Operating Officer and Director
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Mark J. Gliebe
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/s/David A. Barta
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Vice President and Chief Financial Officer
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David A. Barta
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(Principal Financial and Accounting Officer)
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/s/Christopher L. Doerr
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Director
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Christopher L. Doerr
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/s/Thomas J. Fischer
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Director
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Thomas J. Fischer
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6
Signature
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Title
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/s/Dean A. Foate
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Director
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Dean A. Foate
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/s/G. Frederick Kasten, Jr.
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Director
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G. Frederick Kasten, Jr.
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/s/ Rakesh Sachdev
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Director
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Rakesh Sachdev
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/s/Carol N. Skornicka
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Director
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Carol N. Skornicka
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/s/Curtis W. Stoelting
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Director
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Curtis W. Stoelting
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7
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Regal Beloit Retirement
Plan Committee, which administers the Regal Beloit Corporation Retirement Savings Plan,
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beloit, and the State of Wisconsin, on this
12
th
day of November, 2008.
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|
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REGAL BELOIT RETIREMENT PLAN COMMITTEE
|
|
By:
/s/Henry W. Knueppel
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|
Henry W. Knueppel
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By:
/s/Mark J. Gliebe
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|
Mark J. Gliebe
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By:
/s/David A. Barta
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David A. Barta
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By:
/s/Paul J. Jones
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Paul J. Jones
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By:
/s/Terry R. Colvin
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Terry R. Colvin
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The foregoing persons are a majority of the members of the Regal
|
|
Beloit Retirement Plan Committee, which is the administrator of
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the Regal Beloit Corporation Retirement Savings Plan
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8
EXHIBIT INDEX
|
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Exhibit
Number
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Exhibit Description
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(4.1)
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Articles
of Incorporation of Regal Beloit Corporation, as amended through April 20,
2007. [Incorporated by reference to Exhibit 3.1 to Regal Beloit
Corporations Current Report on Form 8-K dated April 20,
2007 (File No. 001-07283)]
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(4.2)
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Amended
and Restated Bylaws of Regal Beloit Corporation. [Incorporated by
reference to Exhibit 3.2 to Regal Beloit Corporations Current
Report on Form 8-K dated April 20, 2007 (File No. 001-07283)]
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(4.3)
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Rights
Agreement, dated as of January 28, 2000, between Regal Beloit
Corporation and BankBoston, N.A. [Incorporated by reference to
Exhibit 4.1 to Regal Beloit Corporations Registration Statement
on Form 8-A filed January 31, 2000 (File No. 001-07283)]
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(4.4)
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First
Amendment to Rights Agreement, effective as of June 11, 2002, between
Regal Beloit Corporation and BankBoston, N.A. [Incorporated by
reference to Exhibit 4.6 to Regal Beloit Corporations Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 (File
No. 001-07283)]
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(4.5)
|
Second
Amendment to Rights Agreement, dated as of November 12, 2004,
between Regal Beloit Corporation and EquiServe Trust Company, N.A.
[Incorporated by reference to Exhibit 4.3 to Regal Beloit Corporations
Registration Statement on Form 8-A/A filed on November 18, 2004
(File No. 001-07283)]
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(4.6)
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Third
Amendment to Rights Agreement, dated as of December 31, 2004, between
Regal Beloit Corporation and EquiServe Trust Company, N.A.
[Incorporated by reference to Exhibit 4.4 to Regal Beloit Corporations
Registration Statement on Form 8-A/A filed on January 6, 2005
(File No. 001-07283)]
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(5)
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Opinion
of Paul J. Jones, Vice President, General Counsel and Secretary of Regal
Beloit Corporation.
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(23.1)
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Consent
of Deloitte & Touche LLP.
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(23.2)
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Consent
of Paul J. Jones (contained in Exhibit (5.1)).
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(24)
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Powers
of Attorney (included on the signature page to this Registration
Statement).
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